Management Statement re Possible Offer

 

TIDMGSD 
 
RNS Number : 3554Z 
Midas Bidco Limited 
21 September 2009 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION 
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FOR IMMEDIATE RELEASE 
 
21 September 2009 
 
Goldshield Management Team: Possible Offer for Goldshield Group plc 
 
The management team of Goldshield Group plc ("Goldshield"), comprising the 
executive directors of Goldshield, Rakesh Patel, Kirti Patel, Ram Swamy and Ajay 
Patel, ("the Management Team"), notes the announcement on 18 September 2009 by 
AIT Investments Limited ("AIT") of a recommended offer for Goldshield. 
The AIT announcement made known the interest of the Management Team in pursuing 
its own possible offer for Goldshield and the Management Team can confirm that 
it has completed its due diligence, is in detailed discussions with its selected 
providers of debt and equity finance and is close to reaching a conclusion with 
regard to financing the terms of any possible offer. 
The Management Team, which together owns 3,533,065 Goldshield shares 
representing approximately 9.62 per cent. of the existing issued ordinary share 
capital of Goldshield, is considering its position and will make a further 
announcement if appropriate in due course. 
The Management Team urges shareholders to take no action in respect of the offer 
by AIT. 
This announcement does not constitute an announcement of a firm intention to 
make an offer under Rule 2.5 of the Takeover Code and there can be no certainty 
that any offer will ultimately be made for Goldshield nor as to the terms and 
conditions on which any offer might be made. 
 
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|                    |                    | Enquiries:                                               |                    | 
|                    |                    |                                                          |                    | 
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|                    |                    | The Management Team                                      |                    | 
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|                    |                    | Rakesh Patel                                             | Tel: [phone] | 
|                    |                    |                                                          |                    | 
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|                    |                    | Ernst & Young (Financial Adviser to the Management Team) |                    | 
+--------------------+--------------------+----------------------------------------------------------+--------------------+ 
|                    |                    | Tim Medak                                                | Tel: [phone] | 
|                    |                    | Ken Williamson                                           | Tel: [phone] | 
|                    |                    |                                                          |                    | 
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|                    |                    | Altium Capital Limited (Broker to the Management Team)   |                    | 
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|                    |                    | Stephen Georgiadis                                       | Tel: [phone] | 
|                    |                    | Tim Richardson                                           | Tel: [phone] | 
|                    |                    |                                                          |                    | 
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|                    |                    | Media Enquiries:                                         |                    | 
|                    |                    |                                                          |                    | 
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|                    |                    | Maitland                                                 |                    | 
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|                    |                    | Neil Bennett                                             | Tel: [phone] | 
|                    |                    |                                                          |                    | 
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Dealing Disclosure Requirements: 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of Goldshield, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of Goldshield they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Goldshield by the Management Team or Goldshield, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
http://www.thetakeoverpanel.org.uk/new/. 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for the Management Team 
and no one else in connection with subject matter of this announcement and will 
not be responsible to anyone other than the Management Team and for providing 
the protections afforded to the clients of Ernst & Young LLP, or for giving 
advice in relation to the subject matter of this announcement. 
Altium Capital Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for the Management 
Team and no one else in connection with subject matter of this announcement and 
will not be responsible to anyone other than the Management Team and for 
providing the protections afforded to the clients of Altium Capital Limited, or 
for giving advice in relation to the subject matter of this announcement. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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